-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wrmh577TJdnqWVqGwMv2gF4tV65+AUir2zaFHS6ttEaTZ2edElWu5fYcNj+n5Ip2 fz1WF9pMStLYLhEBtXL/Sw== 0000950114-97-000364.txt : 19970814 0000950114-97-000364.hdr.sgml : 19970814 ACCESSION NUMBER: 0000950114-97-000364 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970813 EFFECTIVENESS DATE: 19970813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33531 FILM NUMBER: 97659548 BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 S-8 1 MONSANTO COMPANY FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1997 Registration Statement File No. ================================================================================ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MONSANTO COMPANY (Exact name of registrant as specified in its charter) Delaware 43-0420020 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 North Lindbergh Boulevard 63167 St. Louis, Missouri (Zip Code) (Address of Principal Executive Offices) MONSANTO COMPANY NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN (full title of the plan) R. William Ide III, Esq. General Counsel Monsanto Company 800 North Lindbergh Boulevard St. Louis, Missouri 63167 (Name and address of Agent for service) (314) 694-1000 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
================================================================================================================== Title of securities to Amount to be Proposed maximum Proposed maximum Amount of be registered registered offering price per aggregate offering registration fee share Common Stock 75,000 $47.09375 $3,532,032 $1,071 ($2 par value) ================================================================================================================== - -------------- Section 11 of the Monsanto Company Non-Employee Director Deferred Compensation Plan (the "Plan") provides that in the event of a stock dividend, stock split, recapitalization, etc., the total number of shares which may be purchased or awarded, the number of shares covered by each outstanding award, and the price per share of such shares shall be equitably adjusted. Accordingly, pursuant to Rule 416, this registration statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares which, by reason of any such event, may become subject to the Plan. Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h)(1) and based on the average of the high and low prices of the Common Stock as reported in The Wall Street Journal for the New York Stock Exchange Composite Transactions for August 8, 1997.
2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428 (b) (1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (c) below of Monsanto Company (hereinafter referred to as the "Company" or "registrant"), and all such other documents or portions of documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. (a) The Company's latest annual report, filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, or either (1) the Company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act which contains, either directly or by incorporation by reference, audited financial statements for the Company's latest fiscal year for which such statements have been filed, or (2) the Company's effective registration statement on Form 10 or 20-F filed under the Exchange Act containing audited consolidated financial statements for the Company's latest fiscal year. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report or the prospectus or effective registration statement referred to in (a) above. (c) The description of Monsanto Company common stock, $2.00 par value per share ("Common Stock"), and the description of associated Preferred Stock Purchase Rights contained in registration statements filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. 1 3 Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Common Stock to be issued pursuant to the Plan will be passed upon for the Company by R. William Ide III, Senior Vice President, Secretary, and General Counsel of the Company. Mr. Ide beneficially owns 37,400 shares and holds options to purchase an additional 462,000 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware sets forth provisions pursuant to which directors, officers, employees and agents of the Company may be indemnified against any liability which they may incur in their capacity as such. Section 57 of the Company's By-Laws provides for indemnification of directors, officers, employees and agents of the Company. In addition, the Company has entered into indemnification agreements with its directors and officers and maintains directors' and officers liability insurance for the benefit of its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index at page 7. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: 2 4 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement, (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. * * * (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised 3 5 that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, and the State of Missouri, on this 13th day of August, 1997. MONSANTO COMPANY (Registrant) By /s/ R. WILLIAM IDE III -------------------------------------- R. William Ide III Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- Chairman, President and Director August 13, 1997 - ------------------------------ (Principal Executive officer) (Robert B. Shapiro) Vice Chairman and Director August 13, 1997 - ------------------------------ (Nicholas L. Reding) Senior Vice President August 13, 1997 - ------------------------------ (Principal Financial Officer) (Robert B. Hoffman) Vice President and Controller August 13, 1997 - ------------------------------ (Principal Accounting Officer) (Michael R. Hogan) Director August 13, 1997 - ------------------------------ (Joan T. Bok) Director August 13, 1997 - ------------------------------ (Robert M. Heyssel) Director August 13, 1997 - ------------------------------ (Michael Kantor) Director August 13, 1997 - ------------------------------ (Gwendolyn S. King) Director August 13, 1997 - ------------------------------ (Philip Leder) Director August 13, 1997 - ------------------------------ (Howard M. Love) Director August 13, 1997 - ------------------------------ (Frank A. Metz, Jr.) 5 7 Signature Title Date - --------- ----- ---- Director August , 1997 - ------------------------------ -- (Jacobus F.M. Peters) Director August 13, 1997 - ------------------------------ (John S. Reed) Director August 13, 1997 - ------------------------------ (John E. Robson) Director August 13, 1997 - ------------------------------ (William D. Ruckelshaus) Director August 13, 1997 - ------------------------------ (John B. Slaughter) R. William Ide III, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an Exhibit to this Registration Statement.
/s/ R. WILLIAM IDE III ---------------------------- R. William Ide III Attorney-in-Fact 6 8 EXHIBIT INDEX ------------- These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
Exhibit No. Description - ---------- ----------- (4) Form of Rights Agreement, dated as of January 26, 1990 between the Company and The First National Bank of Boston (incorporated herein by reference to the Company's Registration Statement on Form 8-A filed with the Commission on January 31, 1990) (5) Opinion re legality of securities to be issued (15) Omitted - Inapplicable (23) 1. Consent of Deloitte & Touche LLP 2. Consent of Company Counsel - See Exhibit 5 (24) Powers of Attorney submitted by Joan T. Bok, Robert M. Heyssel, Robert B. Hoffman, Michael R. Hogan, Michael Kantor, Gwendolyn S. King, Philip Leder, Howard M. Love, Frank A. Metz, Jr., Nicholas L. Reding, John S. Reed, John E. Robson, William D. Ruckelshaus, Robert B. Shapiro, and John B. Slaughter.
7 EX-5 2 OPINION RE LEGALITY OF SECURITIES TO BE ISSUED 1 EXHIBIT 5 August 13, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: As General Counsel of Monsanto Company, a Delaware Corporation having its general offices at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167 (the "Company"), I am familiar with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company under the Securities Act of 1933, as amended, covering 75,000 shares of common stock, $2 par value per share, of Monsanto Company ("Common Stock") authorized for delivery to certain non-employee directors of the Company upon or following termination of each such director's service to the Company under the Monsanto Company Non-Employee Director Deferred Compensation Plan (the "Plan"). The Plan, which authorizes delivery of the 75,000 shares, was approved by the Company's Board of Directors by unanimous written consent effective as of August 4, 1997. I am also familiar with the Company's Restated Certificate of Incorporation and its By-Laws as now in effect, and with all corporate and other proceedings taken by the Board of Directors relative to the authorization of the Plan, including the proposed delivery of 75,000 shares of Common Stock thereunder. It is my opinion that the Company is a corporation duly organized and validly existing under the laws of the State of Delaware; that the Plan, including the proposed delivery of up to 75,000 shares of Common Stock thereunder, has been duly authorized by appropriate corporate action of the Company; and that the aforesaid 75,000 shares of Common Stock, when delivered pursuant to the provisions of the Plan, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to said Registration Statement and to its use in connection therewith. I further consent to the reference to Company counsel in the "Commitments and Contingencies" note to the financial statements incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated by reference in said Registration Statement. My consent to the reference to Company counsel in the note is not an admission that the consent is required by Section 7 of the Securities Act of 1933. Very truly yours, /s/ R. WILLIAM IDE III R. William Ide III General Counsel Monsanto Company EX-23.1 3 CONSENT OF EXPERT 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS MONSANTO COMPANY: We consent to the incorporation by reference in this Registration Statement of Monsanto Company on Form S-8 of our report dated February 28, 1997, appearing in and incorporated by reference in your annual report on Form 10-K for the year ended December 31, 1996. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Saint Louis, Missouri August 13, 1997 EX-24 4 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Joan T. Bok, of Boston, Commonwealth of Massachusetts, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 6th day of August, 1997. JOAN T. BOK ------------------------------- STATE OF VERMONT ) ) SS COUNTY OF ORLEANS ) On this 6th day of August, 1997, before me personally appeared Joan T. Bok, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that she executed the same as her free act and deed. YVETTE R. BROWN --------------------------- Notary Public My Commission Expires: 2-10-99 --------------------------------------- 2 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Robert M. Heyssel, of Seaford, State of Delaware, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 5th day of August, 1997. ROBERT M. HEYSSEL ------------------------------- STATE OF DELAWARE ) ) SS COUNTY OF SUSSEX ) On this 5th day of August, 1997, before me personally appeared Robert M. Heyssel, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. AMY M. LITTLETON --------------------------- Notary Public My Commission Expires: 6-20-99 --------------------------------------- 3 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Robert B. Hoffman, of St. Louis County, State of Missouri, Principal Financial Officer of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 6th day of August, 1997. ROBERT B. HOFFMAN ------------------------------- STATE OF MISSOURI ) ) SS COUNTY OF ST. LOUIS ) On this 6th day of August, 1997, before me personally appeared Robert B. Hoffman, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. RUTH M. HOULIHAN --------------------------- Notary Public My Commission Expires: 5-27-2001 --------------------------------------- Ruth M. Houlihan Notary Public - State of Missouri My Commission Expires May 27, 2001 St. Louis County 4 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Michael R. Hogan, of St. Louis County, State of Missouri, Principal Accounting Officer of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 6th day of August, 1997. MICHAEL R. HOGAN ------------------------------- STATE OF MISSOURI ) ) SS COUNTY OF ST. LOUIS ) On this 6th day of August, 1997, before me personally appeared Michael R. Hogan, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. BARBARA S. ROBINETT --------------------------- Notary Public My Commission Expires: ----------------------------------------- Barbara S. Robinett Notary Public - State of Missouri My Commission Expires June 10, 2001 St. Louis County 5 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Michael Kantor, of the City of Washington, District of Columbia, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 4th day of August, 1997. MICHAEL KANTOR ------------------------------- CITY OF WASHINGTON ) ) SS DISTRICT OF COLUMBIA ) On this 5th day of August, 1997, before me personally appeared Michael Kantor, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. VERONICA JENKINS --------------------------- Notary Public My Commission Expires: My Commission Expires April 30, 1998 --------------------------------------- 6 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Gwendolyn S. King, of Philadelphia, Commonwealth of Pennsylvania, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 5th day of August, 1997. GWENDOLYN S. KING ------------------------------- COMMONWEALTH OF PENNSYLVANIA ) ) SS COUNTY OF PHILADELPHIA ) On this 5th day of August, 1997, before me personally appeared Gwendolyn S. King, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that she executed the same as her free act and deed. SUZANNE SCHWARTZ --------------------------- Notary Public My Commission Expires: August 23, 1999 --------------------------------------- Notarial Seal Suzanne Schwartz, Notary Public Philadelphia, Philadelphia County My Commission Expires Aug. 23, 1999 7 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Philip Leder, of Chestnut Hill, Commonwealth of Massachusetts, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 4th day of August, 1997. PHILIP LEDER ------------------------------- COMMONWEALTH OF MASSACHUSETTS ) ) SS COUNTY OF SUFFOLK ) On this 4th day of August, 1997, before me personally appeared Philip Leder, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. TERRI BRODERICK --------------------------- Notary Public My Commission Expires: May 22, 2003 --------------------------------------- 8 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Howard M. Love, of Pittsburgh, Commonwealth of Pennsylvania, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 11th day of August, 1997. HOWARD M. LOVE ------------------------------- STATE OF NEW YORK ) ) SS COUNTY OF ESSEX ) On this 11th day of August, 1997, before me personally appeared Howard M. Love, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. SARA LAHART --------------------------- Notary Public My Commission Expires: --------------------------------------- Sara Lahart Notary Public in the State of New York Qualified in Essex County No. 4982401 My Commission Expires June 3, 1999 9 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Frank A. Metz, Jr., of Sloatsburg, State of New York, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 5th day of August, 1997. FRANK A. METZ, JR. ------------------------------- STATE OF NEW YORK ) ) SS COUNTY OF ROCKLAND ) On this 5th day of August, 1997, before me personally appeared Frank A. Metz, Jr., to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. MARY ALICE CONWAY --------------------------- Notary Public My Commission Expires: 1/25/99 --------------------------------------- Mary Alice Conway Notary Public, State of New York No. 5007249 Qualified in Orange County Commission Expires January 25, 1999 10 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Nicholas L. Reding, of St. Louis County, State of Missouri, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 4th day of August, 1997. NICHOLAS L. REDING ------------------------------- STATE OF MISSOURI ) ) SS COUNTY OF ST. LOUIS ) On this 4th day of August, 1997, before me personally appeared Nicholas L. Reding, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. RUTH M. HOULIHAN --------------------------- Notary Public My Commission Expires: 5-27-2001 --------------------------------------- Ruth M. Houlihan Notary Public - State of Missouri My Commission Expires May 27, 2001 St. Louis County 12 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, John S. Reed, of Princeton, State of New Jersey, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 6th day of August, 1997. JOHN S. REED ------------------------------- STATE OF NEW YORK ) ) SS COUNTY OF NEW YORK ) On this 6th day of August, 1997, before me personally appeared John S. Reed, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. MARY F. CHIODI --------------------------- Notary Public My Commission Expires: --------------------------------------- Mary F. Chiodi Notary Public, State of New York No. 4506585 Qualified in Nassau County Commission Expires January 31, 1998 13 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, John E. Robson, of San Francisco, State of California, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 6th day of August, 1997. JOHN E. ROBSON ------------------------------- STATE OF CALIFORNIA ) ) SS COUNTY OF ORANGE ) On this 6th day of August, 1997, before me personally appeared John E. Robson, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. CLAUDINE LAIS --------------------------- Notary Public My Commission Expires: 7-5-99 --------------------------------------- Claudine Lais Comm. #1063717 Notary Public - California Orange County My Comm. Expires Jul 5, 1999 14 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, William D. Ruckelshaus, of Medina, State of Washington, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 4th day of August, 1997. WILLIAM D. RUCKELSHAUS ------------------------------- STATE OF WASHINGTON ) ) SS COUNTY OF KING ) On this 4th day of August, 1997, before me personally appeared William D. Ruckelshaus, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. DIANE L. HODGSON --------------------------- Notary Public My Commission Expires: Nov. 12, 1997 --------------------------------------- 15 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, Robert B. Shapiro, of St. Louis County, State of Missouri, Principal Executive Office and Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 11th day of August, 1997. ROBERT B. SHAPIRO ------------------------------- STATE OF MISSOURI ) ) SS COUNTY OF ST. LOUIS ) On this 11th day of August, 1997, before me personally appeared Robert B. Shapiro, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. BARBARA S. ROBINETT --------------------------- Notary Public My Commission Expires: --------------------------------------- Barbara S. Robinett Notary Public - State of Missouri My Commission Expires June 10, 2001 St. Louis County 16 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That I, John B. Slaughter, of Pasadena, State of California, Director of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, do by these presents make, constitute and appoint R. WILLIAM IDE, III, CHARLES S. JOHNSON and SONYA M. DAVIS, all of St. Louis County, Missouri, or any of them acting alone, to be my true and lawful attorneys for me and in my name, place and stead, to execute and sign the Registration Statement on Form S-8 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of the Company's securities to be issued under the Monsanto Company Non-Employee Director Deferred Compensation Plan, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as I might have done or could do if personally present and executing any of said documents. Witness my hand this 7th day of August, 1997. JOHN B. SLAUGHTER ------------------------------- STATE OF CALIFORNIA ) ) SS COUNTY OF LOS ANGELES ) On this 7th day of August, 1997, before me personally appeared John B. Slaughter, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. HEIDI DILLON --------------------------- Notary Public My Commission Expires: 4-12-99 --------------------------------------- Heidi Dillon Comm. #1055489 Notary Public - California Los Angeles County My Comm. Exp. April 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----